Loki's adventure in Equestria
by ProudmemberofLoki'sarmy
Summary: A rather silly crossover set after Thor: Dark World. A rather annoyed Loki lands in Equestria and havoc ensues.
1. Chapter 1

Loki scowled as he skidded round a corner. Why did his brother always mess every thing up? He thought back to when he returned from the realm of the dark elves. His brother had been a fool to think that he was truly dead. His sorcery had healed his body, and he had journeyed back to Asgard to finally take the throne that was meant for him! But he hadn't been able to kill his adoptive father, and he had simply imprisoned him between the dimensions. He had taken Odin's place and appearance and that oaf Thor had only just noticed the swap, months after it had taken place. Loki scowled, as he had hoped Thor would take a little longer to realize and his escape plans had not yet been finalized. His escape spell would send him to another world but he didn't know which one yet...

He cursed as he skidded around a corner only to find a dead end. He could hear Thor's thundering footsteps and bellowing voice nearby, and sighed. The risk would have to be taken. He pulled a scrap of paper from his pocket and chanted the words fluently. Just as Thor rounded the corner, the shadows wrapped around him and whisked him away. The last thing he heard before disappearing off was Thor's roar of rage.

The magic whirled him away, wrapped in a shadowy cage. Then he landed. Loki slowly opened his eyes, and knew immediately that something was wrong. He stared at his hand to find it was no longer a hand, but a hoof.

He realized where he was. This was Equestria, a realm that had long since fallen from the world tree. Its citizens were ponies of the most unlikely colours, he recalled, and they came in four forms: unicorn, pegasi, earth pony and alicorns which were a mix of the three. He remembered the long hours he had spent in the library of his former home, and he recalled that alicorns were the immortal rulers of this world. Therefore, it came as little surprise when he looked down to find himself a dark green alicorn with a black mane and a mark of a scepter and his helmet on his flank. He was also wearing his normal clothing, which had transformed with his body. He unsteadily got up, and looking around realized he had crashed through the roof of some sort of barn. He heard noises outside and performed a spell which allowed him to hide in the shadows, seamlessly adapting to channeling his magic through his horn. Then he slipped away, deciding to study this world before deciding whether to conquer it.

As he approached a small settlement, and decided to reveal himself, though he cast an illusion to disguise his horn. Without it, he was simply an unusually tall Pegasus. He also changed his clothes, and when he was ready he stepped into the town. He noted with interest the crowds of oddly coloured ponies, some carrying pieces of parchment...

He realized suddenly that he had left the piece of parchment with the spell on in Asgard.


	2. Chapter 2

He cursed. Even an idiot like Thor would easily figure out where he had gone, and he anxiously scanned the crowd for a red cape or a spark of lightning. He saw nothing and began to calm himself a little when he registered something possibly red moving towards him at high speeds! Abandoning his disguise, he put all his power into a force field and braced for the impact...

Which never came. Instead a loud bonk sounded and a very pink pony fell to the ground stunned. Loki looked at the surrounding crowd, who were looking at the powerful alicorn that had just appeared. He cursed his carelessness.

"What are you staring at, mortal creatures!?" He screamed with malice. He accompanied this with a blast of power that flashed from his horn and gouged a chunk from a nearby building.

Immediately, pandemonium raged. Loki smiled; it would be easy to slip away in the chaos. However, as he spread his wings in preparation for take off, a magical force hit the force field and he whirled around with a snarl. Standing there was the alicorn princess, Twilight Sparkle. Loki took a moment to curl his lip in distaste at the ridiculous names these ponies had. "I wasn't expecting to meet a princess here" he snarled mockingly, "but you will find that only the most powerful beings can defeat monsters like me" before combining his normal and Jotun magic. As he fired a blast, his fur turned dark blue with strange markings and his eyes changing red. His magic blew twilight's shield apart.

Then, with a powerful beat of his wings, he soared into the sky, his fur slowly returning to dark green as he departed.

As soon as he left, there was a mad rush to help Princess Twilight to her feet. Luckily, the shield had borne the brunt of the impact and she was unharmed, albeit a little shaken. "Spike! Send a letter to the princesses and inform them immediately. Pinkie Pie! Are you alright?" Pinkie bounced back up. "I'm fine! Just a little surprised is all. I was going to hug that pony because he was new to the town, but he had a magic force field thingy and I whacked my face on it." She frowned. "He's a big mean meanie pants!" She concluded.

Loki gave a gasp as he crash landed in a forest clearing. Combining his normal magic and jotun "skills" had taken more energy than he had thought. But as he lay in the clearing, something worried him more. He had lost control and allowed the monster to take over, something he had sworn to himself would never happen again. He was repeatedly imprisoned for a reason and the monster had awoken in him as his mind had flashed back to the memories of grief he had experienced, as well as jealousy and anger. Here was no better than Asgard. Everyone hated him a monster, and nobody understood. He sighed loudly. He used the last of his strength to haul himself into the relative safety of a tree, and at last succumbed to sleep.


	3. Chapter 3

However, even in sleep his memories plagued him.

"I wanted only to protect you from the truth."

"What- because I'm the monster mothers tell their children about?"

"I will not fight you Loki!"

"I could have done it Father!"

"No Loki."

"You are, and always will be, my son..."

Loki woke with a scream that tore the night air. He waited for his breathing to calm, but no more sleep came to him that night.

"How could I have been so blind?" Thor slammed his fist into the table and turned to Sif and the Warriors Three. "I should have seen those little changes in mood, the time he spent in the library, to know! I shouldn't have been surprised when I saw Loki lift the disguise. Now he is gone, and I need your help to find him. I must know bring him to justice for what he did to father! Who has, thankfully, recovered from being trapped between the dimensions. My only clue is this." He held out the scrap of parchment to his friends, and they craned their necks to study it.

"Obviously it is some kind of spell." Fandral pointed out. "The only question is; what does it do?"

"That should be easy enough to find out," replied Sif. "He has written down the name of the book it came from."

"To the library!" Thor exclaimed.

"Now there's something I never thought I would hear you say" chuckled Volstagg.

Although he did not get much sleep, by morning Loki felt much refreshed. However, before he went anywhere he must eat and, remembering his new form, gingerly tasted a leaf. It wasn't bad, and after a quick breakfast he was ready to go. However, the question was; go where?


	4. Chapter 4

Back in Ponyville, Celestia and a team of royal guards had arrived as well as Twilight's other friends. Celestia's face was grave.

"My faithful student, you must find this dark alicorn and discover his true intents. Your friends should go with you, as I sense he is somewhere within the Everfree forest, and that is not somewhere you should venture alone."

"Of course princess!" Twilight replied. "Are you girls up for this?"

Varied yes's came from her friends and they set off together into the Everfree forest.

Although he had not fully recovered his strength, Loki began making his way deeper into the forest. Soon the thick green canopy above him had blocked out all the light, but as he was a creature of darkness, this didn't bother him unduly. However, after a while he realised he was being followed. He waited until his follower was right behind him, then suddenly spun around, shedding light ahead. The brilliant green light caused the large pack of timber wolves following him to yelp as the sudden light blinded them. Loki cursed and began blasting the creatures and occasionally pushing then through the canopy to stop them reassembling. One over-energetic push dislodged a large branch from the tree tops above, hitting him on the head and causing him to lose concentration. This opening was all a wolf needed to rip a gash in his flank. Loki screamed in pain and lost control in one giant blast of energy that flattened the nearby forest and timber wolves, causing a loud boom.

Covered in mud, small cuts and blood from his own wound, Loki dragged himself from the crater with an expression of fury and determination.

"I only ever wanted to be your equal!"

The mane six were trotting quietly through the forest when suddenly they heard a loud explosion.

"Rainbow Dash! Lead us to that explosion; I am sure we'll find the dark alicorn there!" Twilight shouted.

They galloped or flew as fast as they could, passing a crater full of splinters and stopping in front of the princesses' old castle.

"Look," cried Rarity. "There are spots of blood here, and they lead inside the castle!"

_He must be injured_, thought Twilight.

"Come on, we have to find him!"

They all nodded, though their experiences with this castle hadn't been the best. Then, they began to quietly trot into the castle.

Soon, they could hear the alicorn's ragged breathing echoing through the halls. However, this made it hard to tell where he was and they reluctantly agreed to split up. Each took a different tunnel, promising to be back in a flash if any of the others found him. Twilight crept down a hallway, sure that the sounds of his breathing were getting louder. She rounded a corner and found herself staring at the throne room. She saw him in ahead, his face creased in pain as he hauled himself onto the throne. As he turned, he gave an exasperated sigh and collapsed back into the throne. Then he gave a dark chuckle. "What do you want?" He snarled sitting up once more.


	5. Chapter 5

Twilight could now see his wound, a deep gash below his cutie mark. However, her next words were firm.

"I need to know who you are, and if you pose a threat to Equestria!" She proclaimed regally. Loki snorted.

"I am Loki. You ponies are so naive. I am a threat to everyone, even myself. I attempted to invade a realm not long ago, and was thwarted." He gave Twilight a grin. "What's to stop me trying with this world?" Then he hissed in pain as his last remnants of magic sealed his recent wound. Twilight began galloping to stop him but he picked himself up and fled.

"Come quickly, he's off again!" Twilight called frantically to her friends. "Don't sweat, Twily, I'll catch up with him!" Rainbow Dash streaked past.

Loki laughed. These ponies thought they could catch him. His power had already begun to return and he cast the simple spell to make himself invisible.

Dash screeched to a halt. "Twilight, he's gone! He turned himself invisible." She said, stomping her hoof. Twilight thought for a moment and then whispered "I'm going to try a stun spell. Everybody stay low so I don't hit you." Then her horn released a pulse of magic.

Loki saw a flash of light of light and half turned before the spell hit him. His invisibility had left him without defences, and the spells force knocked him out before his eyes could widen.

An "Unk!" and a thud sounded from the trees and the main six rushed over to him. "Oh dear, I hope we didn't hurt him too badly." Fluttershy said quietly.

"Well, he sure is a mighty strange lookin' fella." Applejack commented.

"I know!" Pinkie yelled. In a quieter voice she asked,

"So how are we going to get him back to Ponyville?"

Everybody looked at Twilight. "Um..." she said.

Back in Asgard's library, Hogun called in his low voice, "I found it."

Thor marched over with Sif, Fandral and Volstagg. "So Loki is in Equestria... I do not know of this realm." They flipped the page and silence reigned as they tried to process the information they found there. Then Fandral looked up and said in disbelief, "Talking multicoloured horses?"

Loki slowly opened his eyes. He appeared to be inside a tree that had been made into a library, though he supposed this was no more unusual than most of the things that had happened to him today. He was also encased in a magical shield and wearing a horn ring, stopping him from using his powers. Looking at him through the shield were six mares, and one of them was the powerful purple alicorn.

"I wonder why," he muttered to himself "I spend half my life being restrained. Oh yes. It's probably because I destroy everything in my path." He smiled. It wasn't a nice smile, and all the ponies in the room unconsciously shivered as he raised his eyes to them.

Seeing that he was conscious, they began bombarding him with questions.

"What makes you think you can take over Equestria?"

"Did you break my barn roof?"

"Where do you come from?"

"Do you like parties?"

"Where did you get that outfit, darling?"

"Um... why did you run away?"

Loki raised a single eyebrow, and although he was the prisoner the ponies all stopped talking. He sighed. "I will answer your questions, mortals."


	6. Chapter 6

"I can take over your realm because I am a god. I did fall through your barn roof. I come from Asgard which isn't in this realm. I detest parties." Pinkie looked sad.

"My outfit is from Asgard as well." Loki continued. "And I ran away because I didn't want to be trapped when my dear adoptive brother gets here. Now if you'll excuse me, I have to sleep." And with that, he did.

"Twilight, should I tell the princess that we caught him?" Spike whispered, not wanting to wake the dark alicorn up. Twilight quickly replied,

"Yes. I think the princess needs to talk to this pony."

Celestia frowned and asked "Do you think he is a threat, Twilight? Surely his claims that he will take over this land are bluffs?"

Twilight frowned. "To be honest, princess, I'm not sure. You'll have to meet him yourself; he woke up a few minutes ago."

Celestia cautiously trotted into the library's main room. There she saw the gangly green alicorn, standing in a force field of purple energy and smiling. For reasons she couldn't fathom, his smile sent a shiver of fear down her spine. She tried to hide it as she stepped towards him boldly. When he saw her, his grin grew wider still.

"You must be Princess Celestia." He smirked. "What an honour." Celestia regarded him mistrustfully.

"Who are you, Loki, and what are you doing in Equestria?"

"I am a god, and as I have said, I am considering taking over this stupid mortal land!" In a sudden movement he slammed his hoof into the shield, causing a loud bang.

At this noise, Twilight and her friends ran into the room.

"You will not disturb the peace of Equestria, Loki! I will send you back where you belong." Celestia stated, beginning to fire up her horn and point it at Loki.

"FOOLISH PONY!" Loki screamed, his fur turning blue as fangs grew from his mouth and his eyes grew slit-like and red. Suddenly, icy pillars shot up trapping the rest of the ponies and engulfing Celestia completely. He turned with a snarl to the trapped Twilight and demanded "SET ME FREE!" Then the ice touched her horn, cutting off the flow of magic long enough for him to leap clear of his prison. He smashed the horn ring and ran from the library, as Celestia fired a bolt of magic. It hit his wing, foiling his plans to take off as soon as he was clear of the building. He was slowly turning green again and he formed the shield spell hastily. Not a moment too soon, as a second later the combined forces of Celestia and Twilight's magic hit his force field. He gritted his teeth, sending back a powerful counter spell, which shattered the ground around Celestia and Twilight's joint shield spell.

Suddenly there was a boom and a crash. Somepony had fallen through the roof of Applejack's barn.

Thor turned to his friends, the spell and Mjolnir in his hand, as well as the spell to bring him back. "I will return soon and hopefully with Loki," Thor proclaimed. "#/*:$#(l\₩=[÷》_\[". As Thor spoke the spell, a storm of shadows swept him away through space.


	7. Chapter 7

Twilight saw Loki's face flash with a hint of panic and fear as the sky suddenly filled with storm clouds. Then Applejack's poor barn exploded into a million fragments and standing in the wreckage was a brown alicorn with a yellow mane and a hammer cutie mark.

Loki switched his attention to the other alicorn, who tried to pick up his weapon with his hooves, but couldn't. Loki sent a strong pulse of energy that hit the pony full on, but despite there being more than enough magical force in the bolt to kill a normal pony, the other alicorn was not harmed too badly. However, he was stunned which gave Loki ample time to escape (his magic had already healed his wing). Then, he was gone again.

Silence reigned for a long moment and then everypony rushed over to the other alicorn who was groaning. He unsteadily got to his hooves and concentrated. His hammer flew into his hoof but he promptly dropped it, having not adjusted to being a pony yet. He finally managed to use magic to pick up the weapon, and turned to the crowd. "I am most sorry for the loss of your barn, but we must send search parties out for my brother. He can cause much trouble if left alone." The alicorn rumbled.

Celestia nodded. "I will go back to Canterlot and organise some. What is your name?"

"Thor." he replied. Then he swayed and almost fell. "Do you have somewhere I could rest?"

"Of course. Twilight, could you look after Thor until I get back? I have a feeling he will join the search parties."

"Of course princess. This way Thor." Twilight replied, leading the way into the library, Thor following on. As they entered the library, Twilight gestured to a couch but despite his fatigued limbs, Thor stood, uncertain. "I see," Twilight said. "Bend your legs like this to sit down." She demonstrated, and after a bit of confusion Thor got settled into a comfortable position. "Many thanks, er..."

"My name is Twilight" the alicorn smiled.

"...Twilight" Thor finished with a smile. Then an expression of pain crossed his face and he glanced away. "What's the matter, Thor?" Twilight asked, and that was how Thor ended up telling her the story of his troubles and battles with Loki. Afterwards, he felt that she had been a good listener.

Meanwhile, Luna stared out onto her night, completely oblivious of recent events. Her sister had been trying to persuade her to take a holiday for a while now, and Luna had finally taken her advice. But although the cottage and gardens were beautiful and the balcony gave a view of her spectacular night, she felt lonely. She decided to drift to sleep and journey the dreams of other, I case there was anypony that she could help. When she reopened her eyes she was gently drifting in a sea of her subjects dreams. Barely had she got used to the feeling she saw a nightmare from a pony nearby. She frowned; there were no houses for miles around, so what was this pony doing here? She swam forward and peeked into his dream.


	8. Chapter 8

At first she couldn't see anything, only roiling black shadows. However, then she heard voices.

"Laufeyson?"

A voice full of pain. Then stars, the sensation of falling, and a scream of loss. "Loki!"

Suddenly the pony became aware of her. He appeared and looked around at his dark dream before staring at her.

"Can't I escape even in my own dreams now? What do you want?"

Luna was taken aback by the pony's blunt rudeness.

"I am Luna, princess of the night, and it is my duty to help my subjects with their greatest fears during my night. Who art thou?"

The pony smiled, revealing teeth.

"Of course, the Princess who was banished for a thousand years. Well, I am Loki, rightful king of Asgard and I am running away from my brother after almost destroying half of Ponyville." Luna was shocked, quickly recovering and inquiring;

"What happened?"

Loki pursed his lips and almost turned away, but he found himself telling her what had happened. Finally, he closed his eyes, once more locking up his memories and feelings before his heart broke again. Luna's eyes were gentle and filled not with pity, but understanding.

"I must leave." Loki said bitterly, "I have already said too much and I should keep running, as I have no doubt that search parties will come even to this mountainous, forested area eventually."

Then Luna cried out.

"Wait! My... cottage is nearby. I think if you explain things to me, I might convince my sister to let you stay."

An expression of surprise and doubt flitted across Loki's face.

"I will consider your offer." He said curtly, before jerking himself awake. He stumbled onto his hooves and heard the sound of voices. Before he could react, three palace guards rounded the corner and saw him. He took off immediately with the guards following, but he was too weak to muster even an illusion spell, and many minutes of headlong flight later he saw a cottage. He desperately flung himself through the window and fluttered up to the top of the wardrobe desperately. The guards looked suspiciously at the open window. They left one pony to guard it and went to the front of the house. One guard knocked on the door and it opened. Standing there, looking down at him was Luna.

"Uh.. we have reason to believe a criminal has entered your premises and we would like to perform a search of the property." The guard managed.

"That will not be necessary, I will use my magic to check." replied Luna. She frowned for a moment before replying "You may call away the guard stationed at the window; there is no other presence in this cottage." Luna announced regally. The guards bowed, saying

"Of course, your majesty" before turning and fleeing, the other guard trying desperately to catch up. Luna arched one eyebrow before firmly shutting the door of the cottage and sliding the bolt into place. Loki stepped out into the main room. He was bloodied and dirtied but he still held himself like a king.


	9. Chapter 9

Luna was appalled at how bedraggled he looked, and as she watched he swayed slightly. "Do you need to rest?" She asked gently. Loki's exhaustion finally conquered his pride and he gave a curt nod before settling on the sofa. Luna smiled slightly, though his body language was still tense as she left to fetch some food for him. By the look of it, he hadn't eaten for many days.

After Luna left the room, Loki looked in a mirror on the fireplace. He was shocked at how feral he looked, and realised his mind, too, had become feral in the last few weeks. He had lost control several times and he had been lost and alone. But then in the dream he had told Luna his situation, and he felt better already. Over the next few days he spent with Luna, he slowly pieced his sanity together, and contained the monster inside for a while.

Not so far away, a Queen watched the citizens of Equestria with growing malice, plotting. She saw the blond alicorn and accounted for him in her plans, but when she saw the dark alicorn...

In the cottage, the two younger siblings talked, about kingdoms and moons and realms and older siblings. They slowly became friends, though neither would admit it. With time their friendship could have become something more. But one day, Luna was asleep so Loki went to a small glade nearby. All seemed well, but as he entered he saw her. Gangly, with black skin, blue mane and holes in both as well as in her horn and insectide wings.

When she spoke, her voice was hissing and sibilant.

"You are a powerful alicorn. You are an obvious enemy to Equestria, and I have sought you out." She began walking around him. "I would like to make you an offer. I want to rule Equestria. You want to rule Equestria. With our powers combined we could achieve that, and finally take the thrones we deserve! I can provide an army and you the raw power. What do you say, Prince?"

Loki smiled, green fire dancing in his eyes.

"I say, yes."

Back at the cottage, Luna had awoken and gone to find Loki. She spotted his hoofprints in the grass and followed them into the trees. She saw a glimpse of him in a clearing ahead. She burst out of the trees and stopped dead. In front of her was Loki, and standing right next to him was the evil Queen Chrysalis! Fearing for her new friend, Luna yelled

"Run Loki! She's evil!" Loki looked around in surprise, but seeing Luna he relaxed.

"So what? So am I. So were you. This Queen's idea isn't a bad one, and with Equestria conquered I could set my sights on grander things. Why don't you join us?"

Luna walked forward.

"Loki, no! Last time I rebelled I spent 1,000 years on the moon!" She yelled.

"Well, if we do fail, at least you'll have company this time." Loki joked.

"Don't be stupid! This is no laughing matter, you idiot!"

Luna gasped. When Loki continued laughing, she stepped forward and hit him on the cheek with her hoof.

"Give up this foolish idea!" She screamed.

Loki stopped laughing.


	10. Chapter 10

Loki's eyes grew colder.

"Don't you understand what we are offering you? A chance to get revenge on your older sibling, who banished you for a thousand years!" Loki seemed to grow taller as he spoke these words. But Luna shook her head. "I will have no part in this." She stated, stepping back. Loki's eyes narrowed and he realised she would not join them, no matter what argument he provided. Chrysalis, meanwhile, had been watching the two with interest. Loki took a single step towards Luna. "If you are not with us," he said quietly, energy collecting around his horn, "you must be against us."

Celestia landed in the clearing, a serious expression on her face. Frozen to the tree in front of her was Luna. The scene would have been quite funny if not for the grave circumstances. Princess Twilight and the other ex-bearers of the elements of harmony had arrived, and gave a gasp of horror when they saw Luna. Twilight walked over to Celestia's side and asked tentatively

"Will-will she be ok, princess?"

Celestia turned to Twilight. "I hope so." She said and then gestured for everyone to step back. She raised her head high, spread her wings and began to harness the power of the sun. The ponies looked on in awe as pure energy poured down from the sun and into Celestia's horn. Then a beam of magical sunlight hit the enchanted ice. The ice didn't move for many long seconds but finally the ice exploded and Luna stumbled out gasping. "Loki!" She shouted, and then collapsed.

The unconscious form of Luna was carefully placed on a chariot and she was flown back to the palace with an escort. Celestia turned to the six ponies and Thor (who had just arrived) and said in a grave voice, "Loki is even for dangerous than we previously thought. I don't know how or why he encountered Luna, and I won't until she wakes up, but we must stop Loki! However, first we must return to Canterlot castle.

A surprisingly short distance away, Loki and Chrysalis alighted outside the changeling hive. As they walked in, a group of changelings came to meet them. They looked hungrily at Loki but Chrysalis instructed them to leave him alone. The black walls were full of holes of a similar shape to the ones in the changeling's limbs and web-like shapes made of marbled green goo lined them.

"Nice place you've got here." Loki commented rather sarcastically. Queen Chrysalis hissed. "We poured most of our resources into the failed attack on Canterlot. However, we are almost at full capacity once more, but I need somepony to help me power the new weapons I have designed. Come with me and I will show you the power core." Chrysalis trotted ahead with Loki following curiously behind. They reached a large chamber. Webs of green led from other chambers, the occasional pulse of power travelling to the giant green oval in the centre of the chamber. Through the thin walls the power could be seen swirling around.

"The design for the core is quite simple. My changelings impersonate other ponies and feed off the love others give them. When they think they are in danger of being found out, we switch them back. Then my changelings return here and channel their power from the love they fed off into the core. Then the guns can be fuelled by the power tapped from the core." Chrysalis explained. "However, we are proceeding slowly. The meagre love of the ponies is not enough. With our magic combined, we could power the core up in a few sessions. Then the invasion could proceed."

Loki had been listening carefully.

"It's an ingenious plan. I'm impressed. It might just work... but I need some rest first. Do you have any normal pony food?" he answered finally. Chrysalis (secretly flattered) sent a changeling to fetch food. She also led Loki to a chamber where he could relax or sleep. Then she went back to check on progress with the core.


	11. Chapter 11

Meanwhile, at Canterlot castle, Princess Celestia had called a meeting in the main hall. Twilight looked up at her mentor anxiously. Celestia called for silence. "On closer inspection of the clearing, scientists identified two different sets of hoof prints. A blue hair was also found nearby. I have reviewed the reports of the guards all over Equestria. While making enquires about Loki, a large number of ponies have been diagnosed with amnesia. However, after a while they stop suffering from it, a possible sign of being temporarily replaced by a changeling. This points towards a possible alliance between Loki and Queen Chrysalis. As I'm sure you will agree, this could have disastrous consequences." Celestia explained. Everypony around the table was worried. The changeling invasion had almost succeeded before, and with Loki on their side, they might manage it this time around. Then Luna burst in. Celestia began to speak but Luna interrupted her. "Please, Tia. There's something you need to know."

Loki hated the Hive. The green goo stuck to his fur and mane, matting them down. The walls and floor were full of holes which he kept falling into, much to his embarrassment. And the changelings never talked, just looked at him hungrily. He was always tired, his sessions charging the core taking a lot out of him.

And the nightmares had returned, worse than ever.

Luna finished her story. There was a silence while all the ponies around the room though hard. Then Thor opened his mouth. "Loki was controlled once before. A powerful magic stopped him from thinking clearly, and when he found out, he vowed it would never happen again. Despite your story, and it pains me to say this, I think Loki is acting of his own free will." A look of deep sadness crossed Thor's face. Celestia bowed her head. "I trust you to know your brother, but whatever his intentions may be, we must find him as he is undoubtedly at the hive, somewhere we haven't been able to locate. Luna, can you find him through his dreams?" Luna nodded sadly. Loki's nightmares could be spotted a long distance away from their sheer size and shape. Luna shuddered. She excused herself to her chambers and prepared to dream walk. She dreaded going into the dreamworld. This had never happened before, because the dreamscape was the only place she really belonged. Tonight, her mind was occupied by doubts. Could Loki hurt her when she was dreamwalking? However, as she stepped into the silky darkness if the dreamworld, she relaxed. All she needed to do was find Loki's dream, not go in it. Or anywhere near it. She would be able to see if he was in the hive from a safe distance because changeling dreams would be all around him. Completely safe.

However, she proceeded stealthily, hiding behind other dreams and treading softly. She calmed down a bit after a while, and was beginning to relax when she glimpsed a speck of green. Changeling green. She crept towards it, always staying behind other dreams. As she moved forwards, green changeling dreams loomed out of the darkness. Soon a line of green dreams filled the dreamscape before her. She reached the last pony dream. As she crouched, hidden, behind it, she realised a flaw in her plan. In front of her, a vast, dreamless space loomed. The no-pony's land between ponies and changelings. From this distance she couldn't spot the black and gold smokiness of Loki's dream among the gauzy green of the changelings. She would have to travel across the space, with no cover.


	12. Chapter 12

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But, she reasoned, ponies couldn't get into the dreamscape from their own dreams. It stood to reason that changelings couldn't either. With this in mind, she trotted confidently across the space and right up to the line of changeling dreams. But they were packed too tightly together. She couldn't tell where Loki was. Luna bit her lip. She had avoided flying because there was nothing to hide behind, and she could be seen from a distance away. She could either go back and tell Tia and the others that she had to give up, or she could try walking through the changeling dreams. She decided to go for the latter option. She gently slid between the first two dreams and then the next pair. As she walked further into the forest of dreams, it became darker so she tentatively lit her horn. She peeped through any gap she found between the dreams, but then the 'forest' got thicker. Her leg brushed against a dream and she recoiled in horror. It was slimy (bold here). She edged through the gradually narrowing gaps until finally she saw a glint of gold ahead. She crept nearer; there seemed to be a space ahead which held Loki's dream. Loki's nightmare. There it was, midnight black, with smoky streams coming off it like tentacles. Suddenly, they all rose off the ground and pointed straight at her. Luna turned and ran. She threw herself through the changeling dreams, not even trying to be quiet any more. A shadowy tentacle hit a changeling dream near her with such force that it shattered.

Back in the hive, a changeling woke up .

She pushed desperately past the slimy dreams, but they were sticky and hard to move through. Another shadow shot out and almost grabbed her tail. She jumped forward and squirmed towards safety, using her wings as levers. She finally fought her way out, and ran into the safe haven of pony dreams. The shadowy tentacles of Loki's nightmare couldn't reach any further and they retreated as soon as she was out of range. Then, with a yell, she fell out of the dreamworld and onto her bed. The slime had gone, but her limbs still ached as she hurriedly made her way out of her chambers and ran to see the others.

Loki jumped out of the bed, breathing hard. He still felt tired and sore despite sleeping for almost twelve hours. All he remembered was a deep blue space, torn by green, black and gold.

Luna walked into the hall. She was suprised to see that Thor and Celestia had disappeared. She was informed that Thor had fallen asleep at the table and had had to be carried to a chamber. Celestia had been called away on royal business. Luna knew this couldn't wait, so she called Twilight over and told her what had happened and Twilight frowned. "At least we know Loki is at the hive now." Then she looked at Luna with the concern. "You should rest, but first can you tell me where the hive is?" Luna smile was tired but grateful. "It's three hours flight North-East from the place you found me a week ago. But Twilight, don't go by yourself."

Some time later...

Twilight's wings were tired from flying and as a result she was only gliding just above the tree tops. She had left her friends making plans and drinking pints and pints of Applejack's best cider.'The Hive must be close now' she thought and flapped her wings in an effort to get higher. When she reached a decent height, she saw a flash of changeling green on the horizon. She strained her eyes... and was hit by a giant green blob. Her wings trapped, she spiralled to the ground and then...everything went black.


	13. Chapter 13

Queen Chrysalis was in a very bad mood. Loki had lost concentration in the middle of channelling magic into the core, which had been very dangerous. The Queen had conceded defeat and let him have a few days off to rest (if she was honest, she needed it too). When the changeling soldier knocked on the door, she sprang out and pinned him to the ground.

"WHAT IS IT?" she hissed.

"W-we c-captured Princess Twilight Sparkle my Queen" the unfortunate changeling stammered. The Queen released the soldier, dashed over to the cocoon and saw an unconscious Twilight Sparkle gently floating in the changeling goo. She hissed in triumph.

"Take this cocoon and hang it up in the Core room. I want her to see what will bring the downfall of Canterlot. Now, I will go and tell Loki the good news myself." She swept away from the soldiers and towards Loki's chamber.

Rainbow Dash woke up and pulled her head from the table with some difficulty.

Even though everyone had drunk pints of Applejack's cider last night, they had eventually all fallen asleep and it seemed that a drink had been spilled where Rainbow had decided to lay her head.

"Urgh" she said, raising her head and pulling herself into sitting position. She looked blearily around the table as her friends drowsily pushed themselves upright. Then she frowned.

"Where's Twilight?"

Twilight slowly regained consciousness. As she did, she became aware of a horrible feeling on her horn. She tried to shake her head and get rid of the feeling, but found she could barely move. She opened her eyes in surprise and remembered where she was.

'Stupid, stupid!' She thought. Through the layer of green goo she could see a chamber with a great glowing orb in the middle that had lots of tubes leading to it like veins. Then a sudden noise made her look up. Queen Crysalis entered the room, wearing a horrible smug grin, and behind her was Loki.

All the ponies at the table looked around sleepily.

"She must have gone for a walk or something" said Rarity.

'Yehhh.' Said Pinkie, who hadn't really woken up yet.

"Um," said Fluttershy in a near whisper, "I have a horrible feeling that she isn't here. Look, her saddlebag is gone!"

Applejack walked around the table.

"You're right sugarcube. But where could she have gone off to in such a hurry?"

Luna woke up. She had helped a few ponies with their nightmares and she felt safe again in her dreamscape. She stretched her legs and climbed drowsily out her bed, levitating a hairbrush through her hair as she did so. Soon she was washed and heading to the biggest hall for some breakfast. However, when she walked in she saw five very agitated ponies speaking in worried voices and trying to decide something. She looked round; Twilight would usually be organising everything, but she was no-where to be seen.

"Where is Twilight, my little ponies?" She asked.

"We don't know! She just disappeared overnight." Yelled Rainbow Dash.

"Oh no. She's gone to the hive alone! I must tell my sister at once. You must all stay here, no rescue missions until I inform my sister." And with that, Luna cantered off down the corridor.

So they waited. And waited. And had breakfast. And waited.

"Right, that's it!" Rainbow jumped up from the table. "Twilight could be in serious danger, I can't just sit around!"

"But darling, princess Luna told us to stay here. While I'm as worried about Twilight as you are, surely we should respect her wishes?" replied Rarity.

"No way! She's in trouble, and I always stand by my friends!" Yelled Rainbow. "I'm going to go and find her, and I'm doing it now."

Applejack nodded. "I'll come with you. Ah reckon ah owe it to twalaght to at least try to find her."

"Um, Me too"

"I'll go too darling"

"Yay! Adventure time! Oh wait, silly me. That's another show!"

With that they cantered and flew off into the city of canterlot.


End file.
